If HM Revenue and Customs (HMRC) has received notification that a limited company is dormant, the director should not receive a notice to file a Company Tax Return. However, if a notice is received, a Company Tax Return must be delivered to HMRC on time.
Failure to submit the appropriate accounts and returns on time may result in Companies House issuing the director a penalty. Ignorance of the filing requirements is not normally a valid excuse for the late delivery of paperwork and Companies House will only waiver penalties in exceptional circumstances. At Coddan, we can submit paperwork on behalf of a dormant company. Once we have confirmed a private company's status, we will be able to submit all the relevant documentation to HMRC and Companies House quickly and efficiently.
Who runs a dormant company? The responsibilities of a non-trading company's officers are the same as for those of a trading company. The directors and secretary manage the company limited by shares on behalf of the shareholders or members. Among other things, they are responsible for holding meetings and ensuring that all the necessary returns, accounts and other documents reach Companies House by the due date.
What happens if documents are not delivered to Companies House? The limited company's officers could be prosecuted because they are personally responsible for ensuring that documents are delivered on time. Failing to do so is a criminal offence. In addition, there will always be an automatic civil penalty for filing accounts late. Companies House could also reasonably assume that the private company is no longer required and strike off it from the register. If a private company is struck off the register, it ceases to exist and its assets become Crown property.
What if the company is no longer required? If you decide that you do not need your dormant company, you can arrange to have it struck off the register. There are two ways of doing this: if the limited company has no debts or other liabilities, you may be able to apply for 'voluntary striking-off and dissolution' without going through formal insolvency proceedings; or if the company has affairs to wind up, then the company can be put into the voluntary liquidation.
Who must arrange for annual accounts to be prepared? The directors of the company limited by shares. The accounts must be prepared, laid before the company's members in a general meeting, signed and delivered to Companies House within the time allowed (normally within 10 months of a company's ARD). However, you do not need to lay the accounts before a general meeting of the limited company, or have them agreed by the Inland Revenue, before sending them to Companies House. The members can pass an 'elective resolution' not to lay the accounts before the members in a general meeting, but the accounts must still be prepared and given to the members and delivered to Companies House.